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Basic approach |
Hitachi Cable considers its efforts to grow its business
sustainably in keeping with laws, business ethics and CSR
principles to be the foundation of corporate governance. It
considers conformity with such to be one of the most vital
responsibilities of management. The Company has adopted the
committee system, resulting in a separation of the executive
and supervisory functions of management, in order to expedite
management decision-making and enhance management
transparency.
As of March 31, 2010, Hitachi, Ltd. and other Hitachi
Group companies held 53.1% of all shareholder voting rights in
Hitachi Cable. Hitachi Cable has maintained its autonomy from
its parent company, Hitachi, Ltd. and is not heavily reliant on
transactions with Hitachi, Ltd. or other Hitachi Group companies
(referred to below as the "Hitachi Group"). To enhance the
objectivity and independence of the decision-making processes
of the Board of Directors, the Company canvasses a wide range
of third-party views and has appointed an outside director, fi led
with the Tokyo Stock Exchange, Inc. and the Osaka Securities
Exchange Co., Ltd. as an independent board member.
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Corporate governance structure |
Hitachi Cable has established and operates an internal control
framework in line with basic policies determined by the Board
of Directors, a supervisory body. The Board of Directors is
responsible for decisions on matters such as basic management
policies and supervisory functions, and it has broadly transferred
executive authority for operations to executive officers. As
part of the Board's supervisory functions, three independent
committees—each being made up of a majority of outside
directors—have been established: the Nominating Committee,
the Audit Committee and the Compensation Committee.
As a means of internal control over the execution of
operations by the executive officers, an Executive Committee
has been established, comprising all executive offi cers. This is
intended to ensure the sharing of information concerning the
status of operations under each executive officer whenever
decisions are made concerning important matters as assigned
by the Board of Directors, as well as the consideration of such
matters from a variety of angles.
We have established the Internal Auditing Office, which
audits each section of Hitachi Cable and its Group companies concerning the legality and appropriateness of operations, and
takes measures to strengthen internal control. The Company
has also established a Compliance Office and a Compliance
Committee, which serves as the secretariat for the Compliance
Office, to provide education, auditing and guidance for the
entire Hitachi Cable organization in relation to compliance
with regulatory requirements and business ethics. The Audit
Committee supervises and verifies internal audits. It also
supervises management by requiring directors and executive
offi cers to submit reports on the performance of their duties at
appropriate intervals. We also established the Internal Control
Committee, which makes decisions on the policy, planning and
operation of and procedures for the internal control system
related to the fi nancial report, and discusses and approves the
results of assessments of the system's validity, thereby ensuring
the adequacy and credibility of fi nancial reports.
Hitachi Cable's independent auditor is Ernst & Young
ShinNihon LLC. The composition of the support team for these
audit activities is determined by the account auditing firms'
selection criteria. The independent auditor reports its progress
to the Audit Committee and fosters cooperation on auditing by
exchanging opinions with Audit Committee members, including
the General Manager of the Internal Auditing Office, who also
attends the relevant meetings.
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Promoting Compliance |
The Hitachi Cable Group has strengthened and intensified its
measures to ensure compliance with regulatory requirements
and business ethics. In the year ended March 2010, the
Group developed and expanded its internal rules concerning
compliance. Seminars were held at various venues, including
the facilities of Group companies, to explain these changes.
There was also a group-level training event, attended by 1,782
people, on antimonopoly legislation. Other initiatives to raise
awareness of compliance throughout the Hitachi Cable Group
include e-learning programs in which all employees participate.
The Group also maintains self-regulatory mechanisms,
including a compliance notification system introduced in
October 2003. If employees or parties outside of the Hitachi
Cable Group, including employees of suppliers and customers,
become aware of illegal or improper actions relating to the
Group’s business activities, they can report those matters
directly to the Compliance Group, or to a legal counsel
retained as an outside contact point. There is also provision
for anonymous reporting of illegal restraints on trade, such as
cartels or collusion on bidding for contracts.
Thus is Hitachi Cable elevating management fairness and
transparency to higher levels. To this end, we will adhere to new
and updated laws and regulations, as well as the management
policies of the Hitachi Group, and will enhance our corporate
governance structure.
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